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Marg Ltd.

BSE: 530543 Sector: Infrastructure
NSE: MARG ISIN Code: INE941E01019
BSE 00:00 | 06 Dec Marg Ltd
NSE 05:30 | 01 Jan Marg Ltd
OPEN 3.61
PREVIOUS CLOSE 3.61
VOLUME 30964
52-Week high 6.45
52-Week low 3.61
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.61
CLOSE 3.61
VOLUME 30964
52-Week high 6.45
52-Week low 3.61
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Marg Ltd. (MARG) - Director Report

Company director report

To

The Members of MARG Limited

Your Directors are presenting the 26th Annual Report together with the FinancialStatements for the financial year ended 31st March 2021.

1. FINANCIAL RESULTS

(Rs. in Crores)

Particulars Year Ended 31st March 2021 Year Ended 31st March 2020
Income from operations 3.06 0.85
Non-operating Income 5.70 27.57
Total income 8.76 28.42
Profit/(loss) before 3.04 (6.40)
Depreciation Finance Cost and Tax Expense (EBDIT)
Depreciation 6.32 6.83
Interest & Finance charges 0.01 -
Profit/(Loss) before tax (3.29) (13.23)
Tax Expense
Current Tax NIL NIL
Deferred Tax NIL NIL
Profit/(Loss) after Tax (3.29) (13.23)
Balance in Profit & Loss (217.87) (204.67)
Account
Amount available for appropriation (220.98) (217.87)
Dividend NIL NIL
Dividend tax NIL NIL
Amount transferred to General Reserve NIL NIL
Balance in Profit and Loss Account (220.98) (217.87)

During the Financial Year 2020-21 total revenue of the Company stands at Rs. 8.76Crores as against Rs. 28.42 Crores in the previous year. The EBDIT is Rs. 3.04 Crorescompared to previous year of (Rs. 6.40 Crores). The Company incurred net loss of Rs. 3.29Crores during the financial year ended March 31 2021 as compared to net loss of Rs. 13.23Crores in the previous year. This is primarily due to slow down of operation lack of fundavailability of projects depressed markets increase in cost of raw materials and labour.

2. DIVIDEND

Due to loss incurred by the Company your Directors have not recommended any dividendfor the financial year ended March 31 2021.

3. BUSINESS HIGHLIGHTS 2020-21

MARG Revenue Stands at Rs. 8.76 Crores in the Financial Year 2020-21.

4. DIRECTORS

The composition of the Board of Directors is in compliance with Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of theCompanies Act 2013. The board is duly constituted with required number of IndependentDirectors and Whole Time Directors.

5. MEETINGS

During the year under review the Board of Directors met 5 (Five) times on June 292020 September 14 2020 November 12 2020 December 05 2020 and February 12 2021. Inaccordance with Clause VII of the Schedule IV of the Companies Act 2013 a separatemeeting of the Independent Directors of the Company was held on February 12 2021.

6. ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under section 134(3) (p) of the CompaniesAct 2013.

7. AUDIT RELATED MATTERS A. AUDITORS

The members of the Company at the 21st Annual General Meeting had appointed M/s. A RKrishnan & Associates. Chartered Accountants (Firm Registration No.009805S) Chennaias the Statutory Auditors of the Company to hold office from the conclusion of 21stAnnual General Meeting of the Company until the conclusion of the 26th Annual GeneralMeeting. The requirement to place the matter relating to appointment of Statutory Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification dated May 7 2019 issued by the Ministry of Corporate Affairs Government ofIndia. Accordingly no resolution is proposed for ratification of appointment of StatutoryAuditors who were appointed in the Annual General Meeting held on March 14 2017 for aperiod of 5 years. The Statutory Auditors have confirmed that they are not disqualified toact as Auditors and are eligible to hold office as Auditors of your Company.

B. SECRETARIAL AUDIT REPORT

The Board had appointed Mrs. Neha Agrawal Company Secretary in Whole-time Practice(Membership No. FCS 7707) as Secretarial Auditor for the financial year ended 31st March2021 to carry out the Secretarial Audit under the provisions of Section 204 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The report of the Secretarial Auditor is enclosed to this report as “AnnexureA”.

C. COST AUDIT

The requirement to maintain cost accounting records and appointment of Cost Auditor inaccordance with the provisions of Companies (Cost Records and audit) Rules 2014 is notapplicable for the financial year 2020-21.

8. SUBSIDIARY COMPANIES STATUS

Your Company has total of 57 subsidiaries as on 31st March 2021 out of which 4 are Nonwholly-owned subsidiaries and

52 Wholly-owned subsidiaries including 25 Step-down Subsidiaries. There has been nomaterial change in the nature of the business of the Company and its subsidiaries. Detailsof major subsidiaries of the Company and their business operations during the year underreview are covered in the Management Discussion and Analysis Report. In accordance withSection 129(3) of the Act Consolidated Financial Statements of the Company and all itssubsidiaries forms part of the Annual Report. Further a statement containing the salientfeatures of the financial statement of our subsidiaries in the prescribed format AOC - 1is enclosed herewith as Annexure B of the Notes to the Financial Statements (Standalone).The statement also provides the details of performance and financial position of each ofthe Subsidiaries.

Subsidiary Companies' Monitoring Framework

All subsidiary companies are Board managed with their Boards having the rights andobligations to manage such companies in the best interest of their stakeholders. TheCompany monitors performance of subsidiary companies inter alia by the following means:Financial statements in particular investments made by unlisted subsidiary companies arereviewed quarterly by the Company's Audit Committee. Minutes of Board meetings of unlistedsubsidiary companies are placed before the Company's Board regularly. A statementcontaining all significant transactions and arrangements entered into by unlistedsubsidiary companies is placed before the Company's Board.

Financial Position and Performance of Subsidiaries and Associates

In terms of Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the financial position and performance of subsidiaries are givenas an Annexure to the Consolidated Financial Statements.

9. POLICY AND OTHER MATTERS A. Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee under the section135 of the Companies Act 2013 which is making exclusive progress in the field ofCorporate Social Responsibility and Societal interventions. The Committee is predominantlyinvolved in the areas of Women empowerment education health and hygiene community basedprograms including art music sports and other socio economic and cultural activities.This Committee has been entrusted with the responsibility of formulating and recommendingto the Board a CSR policy from time to time broadly indicating the activities to beundertaken by the company apart from the activities (already under processing) that aremandatory in the implementation of the frame work of CSR policy and recommend the money tobe spent on each of the activities as prescribed under Act and the Rules made there under.

B. Code of Conduct

As prescribed under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a declaration signed by the Chairman and Managing Director affirmingcompliance with the Code of Conduct by the Directors and senior management personnel ofthe Company for the financial year 2020-21 forms part of the Corporate Governance Report.

C. Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

D. Extract of Annual Return

In terms of Section 134 of the Companies Act 2013 read with Rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2020-21 is provided in “Annexure B” to thisreport.

E. Particulars of Loans Guarantees and Investments

Particulars of Loans Guarantees and Investments in terms of Section 134 of theCompanies Act 2013 the particulars of loans guarantees and investments given by theCompany under Section 186 of the Companies Act 2013 is detailed in Notes to Accounts ofthe Standalone Financial Statements.

F. Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and all such contracts/arrangements/ transactions have been approvedby the Audit Committee.

10. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of the Companies Act 2013 dividends/fractions entitlementslying unclaimed for a period of 7 years from the date of their transfer tounpaid/unclaimed account have to be transferred to the Investor Education and ProtectionFund (IEPF) constituted and administrated by the Central Government. No claim lies againstthe IEPF or the Company after transfer. The details of unclaimed dividend are posted onthe website of the Company. The Company has transferred the Unclaimed Dividend for the FY2010-11 amount of Rs. 590386/-to the IEPF Authority Members can claim the unpaiddividend from the Company before transfer to the Investor Education and Protection Fund.Members who have so far not encashed the dividend warrant(s) are requested to make theirclaim to the Secretarial Department at the Registered and Corporate Office of the Companyor send an email to investor@marggroup.com.

12. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Corporate Governance Report approved bythe Board of Directors of the Company forms part of this report and a certificate issuedby Mrs. Neha Agrawal Practicing Company Secretary is set out in the Annexure to thisReport.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review forms part of thisannual report is provided in a separate section as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS:

Your Company has taken adequate measures to conserve energy and the Company believesthat productivity from all its workforces can be achieved with interface of latesttechnology. Your Company is not an industrial undertaking in terms of Section 134(3)(m) ofthe Companies Act 2013 read along with Companies Rule 8(3) of the Companies (Accounts)Rules 2014 and hence particulars regarding conservation of energy technology absorptionand adaptation are not applicable and hence the same are not provided. There are noforeign exchange earnings and outgo during the financial year 2020-2021.

15. PARTICULARS OF EMPLOYEES U/S 197:

During the year there was no employee in receipt of remuneration as prescribed in theRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The prescribed particulars of Employees as required under Section 197 (12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as “Annexure C” and form part of this Report.

However in accordance with the provisions contained in the proviso to Section 136(1)of the Companies Act 2013 the Annual Report and accounts excluding the aforesaidinformation are being sent to the shareholders of the Company. Any member interested inobtaining such particulars may write to the Company Secretary at the Registered Office ofthe Company for the same.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 inrelation to the audited financial statements of the Company for the year ended March 312021 Your Directors hereby confirm that; i. In the preparation of the Annual Accounts forthe financial year ended 31st March 2021 the applicable accounting standards has beenfollowed and there were no material departures; ii. The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss account of theCompany for the year. iii. The directors had taken proper and sufficient care to the bestof their knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. The directors hadprepared annual accounts for the financial year ended 31st March 2021 on a “goingconcern basis”. v. The directors had devised proper systems internal financialcontrols to be followed by your Company and that such internal financial controls areadequate and have been operating effectively. vi. The systems to ensure compliance withthe provisions of all applicable laws are in place and were adequate and operatingeffectively.

17. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER BY THE STATUTORY AUDITORS & SECRETARIAL AUDITORS:

The Directors submit their explanation to the observations made by the Auditors intheir report for the FY 2020-21. The relevant Para nos. of the report and reply are asunder:

REFER PARAGRAPH (BASIS OF QUALIFIED OPINION) OF THE AUDITOR'S REPORT ON STANDALONEFINANCIAL STATEMENTS:

(i) In respect to Note No. 31 to the audited financial statements of the year ended31st March 2021 regarding the investment in New Chennai Township Private Limited themanagement hereby clarifies that the consolidated financials of Marg Group includesunaudited financials of New Chennai

Township Pvt. ltd (NCTPL) for FY 2021 as they are under IRP. Like Marg Limited we areworking towards settling all NCTPL lenders by proposing a scheme under 12A and a suchscheme shall not have any material impact on the consolidated Financials of MARG Limited.

(ii) In respect to Note No. 33(b) to the audited financial statements of the year ended31st March 2021 regarding the Arohi Infrastructure Private Limited (Arohi) themanagement hereby clarifies that on ist June 2021 an agreement has been reached betweenthe guarantor and the lender for an One Time Settlement (OTS) to be paid as per mutuallyagreed payment schedule. We are hope full of Arohi becoming a going concern by 31st March2022. (iii) In respect to Note No. 28 to the audited financial statements of the yearended 31st March 2021 regarding the providing interest for loans assigned to AssetReconstruction Company (ARCs) the management is of the opinion that since the company hasalready entered into proposal with ARC for converting debt to equity providing for theinterest shall not be viable. (iv) In respect to Note No. 31-33 to the audited financialstatements of the year ended 31st March 2021 regarding the charging of interest on loansthat are given to Subsidiaries the management hereby clarifies that Outstanding inBorrowings from Banks Financials Institutions and ARC had become NPA due to this nointerest is charged. In respect of loan receivable from Subsidiaries no interest isprovided as subsidiaries unable to service loans and interest to its outstanding loansfrom bankers as it has become NPA we continue not to provide Interest and burden thesubsidiary companies. (v) In respect to Note No. 35 to the audited financial statements ofthe year ended 31st March 2021 regarding the investment in Karaikal Port Private Limited(KPPL) the management is workings towards reinstatement of Invoked shares in favour ofMARG limited whereby shares held by Marg Limited in KPPL will be reinstated thereuponwill be pledged back to EARC. We have not given necessary effect to the investment valueas post reinstatement Marg Limited will again hold Equity shares to the extent of 40.56%in KPPL.

(vi) In respect to Note No. 34(c) to the audited financial statements of the year ended31st March 2021 regarding the EPC work in progress the Company hereby clarify that thework is going on which is not yet completed. Now Company is evaluating the work statusand it will be billed shortly. (vii) In respect of Note No. 37 to the audited financialstatements of the year ended 31st March 2021 as most of the Bank Accounts maintained withvarious banks have been attached by the Income-Tax Investigation Wing during searchconducted in Financial Year 2017-18 the Banks have refused to provide the BalanceConfirmation / statement of account. The Company is working towards getting theattachments evicted. (viii) Regarding Obtaining Balance Confirmation from Banks / ARCs /Customers / Creditors as on 31st March 2021 the company is proposing One Time Settlementwith each one of them separately hence the Balances on confirmation of OTS shall beconsidered as Final Balance. (ix) In respect of Provision to be made towards the interestpayable to MSMEs We feel that since we are only settling for the value less than theprinciple to all stakeholders depending upon the financial situation adding any furtherliability without any realistic effect does not have any effect hence not considered.

REFER EMPHASIS OF MATTER OF THE AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENTS: a)In respect of preparing financial statements on ‘Going Concern' basis reference isdrawn to Note No. 30 which is self explanatory; b) Regarding Note 31-33 investments in andadvances and receivables due from Subsidiaries aggregating to Rs. 1191.55 Crores(Previous Year Rs. 1190.16 Crores) as on 31st March 2021 no provision for diminution /recoverability is not considered necessary. c) In respect of deductions made/amountwithheld by some customers reference is drawn to Note No. 34 (a& b) which is selfexplanatory and the management is in the process of renegotiating/ necessary legal forumto recover the best possible way extent over couple of years.; d) Regarding TradeReceivables overdue for more than one year amounting to Rs. 69.66 Crores is fullyrecoverable and there is no uncertainty. Further regarding Trade Receivables amounting toRs. 27.92 Crores under arbitration the management feels that the arbitration award will bein favour of our company hence the full amount shall be recovered. e) In respect to NoteNo. 28(b) and 29(a) the regarding the settlement plan with Edelweiss Asset ReconstructionCompany Ltd (EARC) the management hereby clarifies that in line with 12A proposalsubmitted EARC has taken up the same for the committee approval post which MasterRestructuring Agreement will be signed subject to the company satisfying the conditionsprecedent given in their initial in principal approval. The company however compliedwith a condition to in-principal approval and issued Equity shares of the extent of 24.99%to EARC converting part unsustainable portion of debt. However other precedent conditionsare to be satisfied. f) In respect to note 28(c) as the company is in the process ofsetting one time settlement with all lenders COVID 19 impacted the investors sentimentsinitially however we feel it would come on track as investor can never wait too long fortheir golden opportunities arising out of this COVID 19.

REFER ANNEXURE-A TO THE AUDITOR'S REPORT ON STANDALONE FINANCIAL STATEMENTS:

Point 7(a) & 7(b) of Annexure A to Standalone Auditors' report: The delay in thepayment of Provident fund Employee's State Insurance Income Tax Wealth Tax CustomDuty Cess Sales Tax Service Tax and other material statutory dues were due to lowercash inflows from the existing projects and the company is arranging to make the paymentsshortly. Due to slow down in the Infrastructure and Real estate sector and the resultantimpact on the performance of your Company there were defaults in repayments of principleand interest dues to the Banks and Financial Institutions. However the management opinesthat with improved business scenario your Company will be able to meet its obligation.

REFER PARAGRAPH (QUALIFIED OPINION) OF ANNEXURE B TO THE AUDITOR'S REPORT ON STANDALONEFINANCIAL STATEMENTS:

The delay in recording of expenses transactions met out of staff imprest advances arenot intentional and the company has taken necessary steps to update it as soon aspossible.

REFER BASIS OF QUALIFIED OPINON OF THE AUDITORS' REPORT ON CONSOLIDATED FINANCIALSTATEMENTS:

(i) In respect to Note No. 30a and 31(1)a to the audited financial statements of theyear ended 31st March 2021 regarding the providing interest for loans assigned to AssetReconstruction Company (ARCs) the management is of the opinion that since the company hasalready entered into proposal with ARC for converting debt to equity providing for theinterest shall not be viable. (ii) In respect to Note No. 36 to the audited financialstatements of the year ended 31st March 2021 regarding the EPC work in progress theCompany hereby clarify that the work is going on which is not yet completed. Now Companyis evaluating the work status and it will be billed shortly. Further regarding themanagement fees the company was receiving earlier the said fees now due to some disputebut the Company is confident to receive the amount. (iii) In respect to Note No. 38 theregarding unreconciled amount relating to the equipment loan availed by the company. Thereconciliation of the loan account is under process. Pending such reconciliation themanagement considers it appropriate to classify the same under “other advances'' inthe Balance Sheet. Note 38 of the consolidated financial statements is self explanatory.

(iv) In respect to Note No. 32(II) to the audited financial statements of the yearended 31st March 2021 regarding the investment in New Chennai Township Private Limitedthe management hereby clarifies that the consolidated financials of Marg Group includesunaudited financials of New Chennai Township Pvt. ltd (NCTPL) for FY 2021 as they areunder IRP. Like Marg Limited we are working towards settling all NCTPL lenders byproposing a scheme under 12A and a such scheme shall not have any material impact on theconsolidated Financials of MARG Limited. (v) In respect to Note No. 33(5)a to the auditedfinancial statements of the year ended 31st March 2021 regarding the Arohi InfrastructurePrivate Limited (Arohi) the management hereby clarifies that on ist June 2021 anagreement has been reached between the guarantor and the lender for an One Time Settlement(OTS) to be paid as per mutually agreed payment schedule. We are hope full of Arohibecoming a going concern by 31st March 2022. (vi) Reference to the Auditor's Qualificationregarding Consolidation of Financial Statements of two Subsidiaries i.e M/s. New ChennaiTownship Private Limited and M/s. Arohi Infrastructure Private Limited we state though thefinancials are unaudited but the figures taken into consolidation represent a true andfair view of the current financial position of the two subsidiaries.

(vii) In respect to the matter regarding investment in “Future Parking PrivateLimited”(FPPL). The management hereby clarifies that “Future Parking PrivateLimited” is a joint venture entity MARG Limited continued to hold 51% shareholdingin FPPL. Hence the same is treated as subsidiary and considered in consolidation. (viii)Reference to the Auditor's Qualification to the audited financial statements of the yearended 31st March 2021 regarding the investment in Karaikal Port Private Limited (KPPL)the Management is workings towards reinstatement of Invoked shares in favour of MARGlimited whereby shares held by Marg Limited in KPPL will be reinstated thereupon will bepledged back to EARC. We have not given necessary effect to the investment value as postreinstatement Marg Limited will again hold Equity shares to the extent of 40.56% in KPPL.(ix) Regarding Obtaining Balance Confirmation from Banks / ARCs / Customers / Creditors ason 31st March 2021 the company is proposing

One Time Settlement with each one of them separately hence the Balances on confirmationof OTS shall be considered as Final Balance. (x) Reference to the Auditor's Qualificationto the audited financial statements of the year ended 31st March 2021 as most of the BankAccounts maintained with various banks have been attached by the Income-Tax InvestigationWing during search conducted in Financial Year 2017-18 the Banks have refused to providethe Balance Confirmation / statement of account. The Company is working towards gettingthe attachments evicted. (xi) Reference to the Auditor's Qualification regarding auditreport of subsidiary companies Marg properties Limited Riverside Infrastructure (India)Private Limited Sarang Infradevelopers Private Limited Magnumopus InfradevelopersPrivate Limited has been qualified due to non obtaining balance confirmation fromdifferent external agencies the management clarifies that these accounts are all invarious stages of one time settlement hence the statements would not present a true andfair view of the accounts. (xii) In respect of M/s. Mukta Infrastructure Private Limitedthe respective company is of opinion that price of land shall appreciate in future andhence no provision for impairment loss is made. (xiii) In respect of M/s. RiversideInfrastructure (India) Private Limited the management is taking efforts for resuming theMall Project and is in discussion with strategic partners for this purpose. Furtherconsidering the latest valuation of the property of the Company the management considersit appropriate to capitalize the other expenses of Rs. 0.33 Crores (PY Rs. 0. 82 Crores)during the year ended 31st March 2021. (xiv) In respect of Provision to be made towardsthe interest payable to MSMEs We feel that since we are only settling for the value lessthan the principle to all stakeholders depending upon the financial situation adding anyfurther liability without any realistic effect does not have any effect hence notconsidered. (xv) In respect to the matter of Non Audit of certain Subsidiary Companies andassociate Company the management hereby clarifies that those subsidiary Companies andassociate companies have been duly audited by the Statutory Auditors but the Company isyet to receive the audited balance sheets along with auditor's report from the Auditor.

REFER EMPHASIS OF MATTER OF THE AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS:a) In respect of preparing financial statements on ‘Going Concern' basis reference isdrawn to Note No. 32 which is self explanatory; b) In respect to Note No. 32 (V) to theaudited financial statements of the year ended 31st March 2021 regarding the investmentin Marg Trading Pte Ltd the management is working on to remove the deregistration of Margtrading in ACRA. This does affect the recoverability of Investment Value and advances. c)In respect to Note No. 32 (V) to the audited financial statements of the year ended 31stMarch 2021 regarding the investment in Marg International Dredging Pte Ltd themanagement is working on to remove the deregistration of Marg International Dredging inACRA. This does affect the recoverability of Investment Value and advances. d) In respectto Note No. 31(1) the regarding the settlement plan with Edelweiss Asset ReconstructionCompany Ltd (EARC) the management hereby clarifies that in line with 12 A proposalsubmitted EARC has taken up the same for the committee approval post which MasterRestructuring Agreement will be signed subject to the company satisfying the conditionsprecedent given in their initial in principal approval. The company however compliedwith a condition to in-principal approval and issued Equity shares of the extent of 24.99%to EARC converting part unsustainable portion of debt. However other precedent conditionsare to be satisfied. e) Reference to the Auditor's Qualification regarding consideringM/s. Marg Sri Krishnadevaraya Airport Private Limited as its subsidiary the managementclarifies that the day-to-day management and control over the company's activities restswith MARG Limited hence it is considered as subsidiary company moreover the amountreceived from M/s. VDB

Projects Private Limited was always in the nature of advance. f) In respect of Propertyof the Subsidiary Companies provided security for various loans reference is drawn toNote No. 33 which is self explanatory; g) In respect of the Investments in and Advancesreceivable due from some of its Subsidiaries Companies reference is drawn to Note No. 34which is self explanatory; h) In respect of deductions made/amount withheld by somecustomers reference is drawn to Note No. 41 which is self explanatory; i) In respect ofcase filed in Tamil Nadu Real Estate Regulation Authority (TNRERA) against Marg PropertiesLimited please note company has already formed the customer association and opened escrowaccount to ensure the project completion is assured as each and every penny of customerremittance will only be used for project completion hence we feel those opted for refundalso take up the flat on completion of the project. j) In respect to note 8 regardingCOVID 19 as we are in the process of setting one time settlement with all lenders thisCOVID19 impacted the investors sentiments initially however we feel it would come ontrack as investor can never wait too long for their golden opportunities arising out ofthis COVID 19.

18. FIXED DEPOSITS

During the year under review your Company has not invited or accepted fixed depositsfrom the public.

19. EMPLOYEE RELATIONS

The Directors place on record their deep sense of appreciation for the committedservices by the executives staff and workers of the Company at all levels to meet thecompany's objectives. The employee relations at all projects and other locations continueto be cordial.

20. BUILDING A STRONG CUSTOMER CONNECT

Customer intimacy is one of your Company's strategic priorities to reach its ambitionof being the leading reference in Infrastructure and Real Estate.

21. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism tothe Directors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.

22. REPORTING OF FRAUD

There have been no instances of fraud reported by the Auditors under section 143 (12)of the Companies Act 2013 and rules made thereunder either to the Company or to theCentral Government.

ACKNOWLEDGEMENT

The Board expresses its deepest appreciation and gratitude for the guidance andcooperation extended to the Company by our customers vendors investors Bankersemployees Statutory Authorities and Regulators. We place on record our specialappreciation of the contribution made by our employees at all the levels and look forwardto their continued support in the future.

For and on behalf of the Board of Directors

G R K Reddy
Chairman & Managing Director
Place: Chennai
Date: 29th June 2021

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